WHEREAS, the County desires to enter into an agreement with the Contractor for the provision of such services as set forth herein.

Transcription

1 AGREEMENT FOR PHYSICIAN STAFFING SERVICES PD THIS AGREEMENT is made this day of, 2014 (hereinafter referred to as Effective Date ), by and between Escambia County, Florida, a political subdivision of the State of Florida (hereinafter referred to as County ), whose mailing address is 221 Palafox Place, Pensacola, Florida 32502, and Maxim Physician Resources, LLC (hereinafter referred to as Contractor ), a foreign for-profit corporation authorized to conduct business in the State of Florida, whose federal identification number is , whose principal address is 7227 Lee Deforest Drive, Columbia, MD 21046, and whose business address is 5001 LBJ Frwy., Ste. 900, Dallas, TX WITNESSETH: WHEREAS, on November 3, 2014, the County issued an Invitation to Bidders (PD ) seeking physician staffing services for the Escambia County Main Jail located at 2935 North L Street, Pensacola, FL 32501; and WHEREAS, the Contractor was the most responsive and responsible bidder proposing to provide such services; and WHEREAS, the County desires to enter into an agreement with the Contractor for the provision of such services as set forth herein. NOW, THEREFORE, in consideration of the mutual terms and conditions, promises, covenants and payments hereinafter set forth, the County and the Contractor agree as follows: 1. Recitals. The recitals contained in the preamble of this Agreement are declared to be true and correct and are hereby incorporated into this Agreement. 2. Term. This Agreement shall commence as of the effective date and continue for a term of one (1) year. Upon mutual agreement of the parties, the Agreement may be renewed for two (2) additional one year terms. After exercising all options to renew, the County may unilaterally extend this Agreement up to an additional six (6) months. The County shall provide written notice of the desire to extend the agreement no later than sixty (60) days prior to the expiration of the last one (1) year renewal period. The total duration of this agreement, including the exercise of all options to renew/extend, shall not exceed the duration of three (3) years and six (6) months. 3. Scope. Contractor agrees to perform in accordance with the terms and conditions as outlined in Escambia County's Invitation to Bidders for Physician Staffing Services for the Escambia County Jail, Specification No. P.D , attached hereto as Exhibit A. In the event of a conflict between the terms of the Exhibit referenced above and

2 this Agreement, the terms of this Agreement shall prevail. The County retains full authority and responsibility for professional and medical management of care for each of its inmates and/or patients and for ensuring that services provided by Contractor under this Agreement are furnished in a safe and effective manner and in accordance with applicable standards 4. Compensation. In exchange for Contractor s provision of the scope of services referenced in Section 3 above, County shall pay Contractor in accordance with the Bid Form, dated November 21, 2014, provided as part of the Contractor s Proposal, attached hereto as Exhibit B. 5. Method of Payment/Billing. Contractor may request payment from County by the submission of a properly executed original invoice. Invoices shall reflect the amount due and owing for the value of items received and accepted with appropriate supporting documentation. The County agrees it shall make its best efforts to make its best efforts to pay Contractor within thirty (30) days of receipt and approval of Contractor s invoice. Payments under this agreement and interest on any late payments shall be governed by and construed in accordance with the Florida Prompt Payment Act, , et seq., Florida Statutes, as amended. Comment [KDH1]: Under the Florida Prompt Payment Act, the County is allowed 45 days from the date of invoice. The County will, however, make its best effort to remit payment within 30 days as stated. 6. Termination. This Agreement may be terminated for cause or convenience by the County either party upon providing thirty (30) days written notice to Contractor. This Agreement may be terminated for cause or convenience by the Contractor upon providing ninety (90) days written notice to the County. In the event of termination by either party as provided herein, the Contractor shall be paid for services provided through the date of termination. 7. Indemnification. Contractor shall indemnify, defend, and hold harmless Escambia County, and its officers, directors, and employees, and and affiliates, from and against any liability, loss, cost, or expense including, without limitation, reasonable attorney s fees, arising out of or in connection with the negligence, recklessness, or wrongful misconduct arising out of or in connection with the negligence, recklessness,, or wrongful misconduct arising from the sole performance of Contractor in the performance of its duties and obligations pursuant to this Agreement. The parties understand and agree that such indemnification by the Contractor relating to any matter, which is the subject of this Agreement, shall extend throughout the term of this Agreement and any statutes of limitation thereafter. The Contractor s obligation shall not be limited by, or in any way to, any insurance coverage or by any provision in or exclusion or omission from any policy of insurance.

3 8. Insurance. The Contractor is required to carry the following insurance: (a) Commercial General Liability, Form CG1, with $1,000,000 per occurrence. Excess or umbrella insurance may be purchased to make up the difference, if any, between the policy limits of the underlying policies. (b) (c) Professional Liability with $1,000,000 per occurrence minimum limits. Florida statutory Workers Compensation. (d) It is understood and agreed by the parties that in the event that the Contractor consists of a joint venture, partnership, or other association of professional or business firms, each such firm shall be required to individually carry the above cited coverages. (e) Contractor agrees all liability coverage shall be through carriers admitted or authorized to do business in the State of Florida. Carriers shall be A or other Secure Best Rating with a minimum financial size of VII, according to the A.M. Best Key Rating Guide Latest Edition. The insurance insurance policiescertificate of insurnace shall be endorsed to provide at least 30 days advance notice of cancellation, nonrenewal or adverse change. Such notices shall be mailed to Escambia County, Joseph Pillitary, Jr., Purchasing Coordinator, Post Office Box 1591, Pensacola, Florida (f) The Board of County Commissioners and Escambia County shall be endorsed as additional insureds on the policy of commercial general liability. Certificates of Insurance shall be provided to Joseph Pillitary, Jr., Purchasing Coordinator, Post Office Box 1591, Pensacola, Florida prior to commencement of work hereunder. Certificates shall reflect the additional insured status of Escambia County described in this section. The Board of County Commissioners and Escambia County shall also be the certificate holders. 9. Independent Contractor Status. In the performance of this Agreement hereunder, Contractor is an independent contractor. Contractor shall not hold itself out as an employee, agent or servant of the County; and Contractor shall not have the power or authority to bind the County in any promise, agreement or representation, other than as specifically provided in this Agreement or as may be expressly provided hereafter in writing by an authorized official of the County. The County recognizes and acknowledges that Contractor's personnel, when on site at the County s facilities, will be acting at the sole direction of the County s staff and pursuant to the County s rules and instructions. 10. Notice. Any notice, payment or other communication under this Agreement required hereunder or desired by the party giving such notice shall be given in writing and delivered by hand or through the instrumentality of certified mail of the United

4 States Postal Service or private courier service, such as Federal Express. Unless otherwise notified in writing of a new address, notice shall be made to each party as follows: To: Maxim Physician Resources To: Escambia County Attention: Laird Dunham Attention: County Administrator 7227 Lee Deforest Drive 221 Palafox Place, Suite 420 Columbia, MD Pensacola, Florida Rejection, or other refusal by the addressee to accept, or the inability of the courier service or the United States Postal Service to deliver because of a changed address of which no notice was given, shall be deemed to be receipt of the notice sent. Any party shall have the right, from time to time, to change the address to which notices shall be sent by giving the other party at least ten (10) days prior notice of the address change. 11 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, and the parties stipulate that venue shall be in the County of Escambia. 12. Public Records. The Contractor acknowledges that this Agreement and any related financial records, audits, reports, plans correspondence, and other documents may be subject to disclosure to members of the public pursuant to Chapter 119, Florida Statutes. In the event the Contractor fails to abide by the provisions of Chapter 119, Florida Statutes, the County may, without prejudice to any other right or remedy and after giving the Contractor and it surety, if any, seven days written notice, during which period the Contractor still fails to allow access to such documents, terminate the contract of the Contractor. 13. Entire Agreement. This Agreement contains the entire agreement between the parties and supersedes all prior oral or written agreements. Contractor acknowledges that it has not relied upon any statement, representation, prior or contemporaneous written or oral promises, agreements or warranties, except such as are expressed herein. The terms and conditions of this Agreement can only be amended in writing upon mutual agreement of the parties. 14. Compliance with Laws. Contractor agrees to comply with all federal, state and local laws, rules, policies, or guidelines related to the performance of this Agreement, including, but not limited to, all Occupational Safety and Health Administration (OSHA) requirements and the provisions of Chapter 442, Florida Statutes. The County recognizes and acknowledges that it is solely responsible for determining which tasks are appropriate given the level of training and experience of those individuals provided to the County by Contractor. The County shall also be solely responsible for providing any additional training required under the County s rules or policies to those individuals provided to the County by Contractor.

5 15. Assignment of Agreement. This Agreement, or any interest herein, shall not be assigned, transferred, or otherwise encumbered, under any circumstances, by Contractor without the prior written consent of the County. However, the Agreement shall run with the Escambia County Board of County Commissioners and its successors. 16. Miscellaneous. If any term or condition of this Agreement shall be invalid or unenforceable, the remainder of the terms and conditions of this Agreement shall remain in full force and effect. This Agreement shall not be more strictly construed against either party hereto by reason of the fact that one party may have drafted or prepared any or all of the terms and provisions hereof. 17. Annual Appropriation. Pursuant to the requirements of Florida law and Article II of Chapter 46, Escambia County Code of Ordinances, the County s performance and obligation to fund this Agreement shall be contingent upon an annual appropriation by the Escambia County Board of County Commissioners. 18. Limitation on Liability. Neither party will be responsible to the other for special, indirect, incidental, consequential, or other similar damages, including but not limited to lost profits, that the other party may incur or experience in connection with this agreement or the services provided, however caused, even if such party has been advised of the possibility of such damages. Formatted: Underline IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement on the respective dates under each signature: COUNTY: BOARD OF COUNTY COMMISSIONERS ESCAMBIA COUNTY, FLORIDA ATTEST: PAM CHILDERS Clerk of the Circuit Court By: Steven Barry, Chairman Date: By: BCC Approved: Deputy Clerk (SEAL) CONTRACTOR: MAXIM HEALTHCARE SERVICES, INC. d/b/a MAXIM PHYSICIAN RESOURCES, LLC

6 ATTEST: By: Corporate Secretary (SEAL) By: William Butz, President Date: